Tisane Labs Products Terms and Conditions

BY SIGNING UP, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE AGREEMENT (“AGREEMENT”). IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “CANCEL” BUTTON AND THE DOWNLOAD AND INSTALLATION PROCESS WILL NOT CONTINUE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1. GRANT. Subject to the terms of this Agreement, Tisane Labs Pte. Ltd. (“Tisane Labs”) hereby grants you (and only you) a non-sublicensable, non-transferable, nonexclusive license to use the Tisane Labs products made available to you (collectively, such protocols and APIs are the “API”) only during the term of this Agreement and solely for the purpose of accessing data, materials and content made available by Tisane Labs through the API in connection with your use of Tisane Labs API (“API”) or Tisane Labs products in general (“Products”). Your use of the API is also subject to your compliance with any additional terms and conditions that may be set forth by Tisane Labs in connection with your use of Products, including, without limitation, Tisane Labs’ applicable Terms of Use.
2. RESTRICTIONS. You will not (and will not authorize, enable or permit any third party to): (i) modify, make derivative works of, or copy the Products, except as expressly specified in this Agreement or authorized by Tisane Labs; (ii) reverse engineer, disassemble, decompile, or otherwise attempt to discover any source code or underlying data or algorithms of the API or any portion thereof (except to the extent that applicable law prohibits reverse engineering restrictions); (iii) provide, lend, sublicense, rent, loan, lease, sell, resell, transfer, assign, disclose, or otherwise distribute (except as expressly permitted herein) the API in any third-party training, commercial time-sharing, or service bureau arrangement, or otherwise for the benefit of any third party; (v) use the API in violation of any applicable law; or (vi) use or access the API for purposes of monitoring the availability, performance or functionality of any of Tisane Labs’ products or services, or for any other benchmarking or competitive purposes. As between Tisane Labs and You, all title, ownership rights, and intellectual property rights in and to the API and other Products, and any copies or portions thereof, shall remain in Tisane Labs and its suppliers or licensors, and that this Agreement does not give you any rights except for those expressly granted herein. For clarity, except as expressly set forth herein, this Agreement does not include any right for You to use any trademark, service mark, trade name or other designation of Tisane Labs or any other party or licensor. You understand that Tisane Labs may modify or discontinue offering the Products at any time.
3. RULES OF CONDUCT. You shall comply with the following limitations and rules with respect to your use of the Products:

4. API KEY. Tisane Labs will provide you with an API Access Key that will enable you to access the Tisane Labs API Services. Your use of this API Access Key is governed by the terms of this agreement. Your API Access Key should be considered private information and should not be provided to any person. Failure to abide by these terms may result in the termination of your access to Tisane Labs API Services.
5. SUPPORT AND FEEDBACK. This Agreement does not entitle you to any support, upgrades, patches, enhancements, or fixes for the API (collectively, “Support”). Tisane Labs may, at its sole discretion, provide Support services, and any such services shall become part of the API and subject to this Agreement. You agree to report to Tisane Labs any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties, including without limitation, those related to interoperability. You agree that Tisane Labs shall be free to freely use, disclose, reproduce, license, distribute and otherwise exploit any such reports (and any other suggestions, improvements or modifications) that you provide to Tisane Labs relating to the Products, without obligation or restriction of any kind on account of intellectual property rights or otherwise.
6. INDEMNITY. You agree that Tisane Labs shall have no liability whatsoever for any use you or any third party make of the Products. You hereby agree to indemnify and hold harmless Tisane Labs from any and all damages, losses, liability, costs, and expenses (including reasonable attorney’s fees) arising in any manner from your use of the Products.
7. WARRANTY DISCLAIMER. TISANE LABS PROVIDES THE PRODUCTS “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND TISANE LABS HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL Tisane Labs OR ITS LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES; (II) LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES; OR (III) FOR ANY MATTERS BEYOND ITS REASONABLE CONTROL. TISANE LABS SHALL NOT BE LIABLE TO YOU UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES.
9. TERMINATION. You may terminate this Agreement and the license granted herein at any time by destroying or removing from all computers, networks, and storage media all copies of the Products. Tisane Labs may terminate this Agreement and the license granted herein immediately if you breach any provision of this Agreement, or if you otherwise engage in any activity that Tisane Labs reasonable determines is likely to cause liability to Tisane Labs. Tisane Labs may otherwise terminate this Agreement upon thirty (30) days advance notice to You (which may be provided by e-mail to You, or by a general notice posted on Tisane Labs’s website). Upon receiving notice of termination from Tisane Labs you will destroy or remove from all computers, networks, and storage media all copies of the Products. Sections 2, 4 (last sentence only) and 5 through 12 shall survive termination of this Agreement.
10. EXPORT CONTROLS. You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and shall not export, or allow the export or re-export of the Products in violation of any such restrictions, laws or regulations. By accessing or using the Products, You are agreeing to the foregoing and You are representing and warranting that You are not located in, under the control of, or a national or resident of any restricted country or on any such list.
11. CONFIDENTIALITY. You may be given access to certain non-public information, software, and specifications relating to the Tisane Labs API (“Confidential Information”), which is confidential and proprietary to Tisane Labs. You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without Tisane Labs’ prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

12. FORCE MAJEURE
    Tisane Labs shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond Tisane Labs’ control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
13. GOVERNING LAW
    By using the Services, you agree that the laws of Singapore will govern this Agreement and any dispute of any sort that might arise between you and Tisane Labs. The parties expressly exclude application of the United Nations Convention for the International Sale of Goods to this Agreement.